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Recent Posts
- SEC Adopts Proxy Access
- Dodd Act Change Immediately Affects Private Offerings
- FASB Issues New Exposure Draft on Disclosure of Certain Loss Contingencies
- Financial Reform Act Triggers Significant New Executive Compensation Requirements
- U.S. Senate Passes Consumer Financial Protection Act of 2010
- New Qualifying Therapeutic Discovery Project Credit Will Benefit Biotech Companies
- Federal HIRE Act Provides New Tax Benefits for Hiring Unemployed Workers
- New Form 8-K Item 5.07 Will Affect S-3 Eligibility
- Revised NYSE Corporate Governance Listing Standards Effective as of January 1, 2010
- SEC Approves Proxy Disclosure Enhancements
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IRS Circular 230 Disclosure: Unless we have specifically stated to the contrary in writing, any discussion of federal tax issues or submissions in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (1) avoiding penalties under the United States federal tax laws or (2) promoting, marketing, or recommending to anyone any transaction or matter addressed herein.
New SEC Position Regarding Proxy Statement Comment Letters
One non-regulatory proxy statement-related development of note is the SEC’s new position on responses to proxy statement comments. The position was articulated by Shelley Parratt, the SEC’s Deputy Director, Division of Corporation Finance at a November 2009 conference.
The SEC believes (correctly, in our opinion) that, due to the three-year experience of issuers in dealing with the CD&A and the presence of numerous compliance and disclosure interpretations and released comment letters regarding the CD&A, sufficient guidance has been provided to permit issuers to substantially comply with the CD&A rules. As a result, after three years of issuing solely “future filings” comments, the SEC expects to begin to require issuers to amend existing filings in response to comment letters. We advise that issuers that may have taken aggressive positions in past disclosure reevaluate their CD&A in light of the SEC’s position.
